Master Services Agreement

This Master Services Agreement (this “MSA”) governs the purchase and use of Fig’s services by organizations under an Order Form. It does not apply to individuals using the Fig mobile app, which is governed by the Fig Terms of Use. This MSA is entered into by Fig Technology Inc. (“Fig”) and the customer identified in an Order Form (“Customer”), and is effective on the effective date of the first Order Form between the parties (the “Effective Date”).

1. Definitions

1.1 “Addendum” means an addendum executed by the parties that supplements this MSA for particular data, products or industries, including any data protection, FERPA or business associate addendum.

1.2 “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the entity.

1.3 “Agreement” means this MSA together with all Order Forms and Addenda.

1.4 “AI Features” means features of the Services that use machine learning or generative artificial intelligence models, including agents that take actions on Customer’s behalf.

1.5 “Customer Data” means all data, content and materials submitted to the Services by or on behalf of Customer or its Users, including Inputs, and all Output.

1.6 “Documentation” means Fig’s then-current user guides and technical documentation for the Services.

1.7 “Input” means prompts, instructions and other content provided to AI Features by or on behalf of Customer.

1.8 “Order Form” means an ordering document executed by the parties that references this MSA and specifies the Services, fees and term.

1.9 “Output” means content, recommendations, data and other results generated by the Services for Customer in response to Inputs or Customer Data.

1.10 “Professional Services” means implementation, configuration, integration, training and similar services specified in an Order Form.

1.11 “Services” means the Fig software-as-a-service products specified in an Order Form, together with the related Professional Services, support and Documentation.

1.12 “Order Term” means the term of an Order Form, including any pilot period and renewal.

1.13 “Usage Data” means metrics, telemetry and other technical information about the operation and use of the Services, excluding Customer Data and personal data.

1.14 “User” means an employee, contractor or other individual whom Customer authorizes to use the Services on its behalf.

2. Structure of the Agreement

2.1 Order of Precedence. In the event of a conflict, the following order of precedence applies: (a) an Addendum, with respect to its subject matter; (b) the Order Form; (c) this MSA; and (d) the Documentation and any policies referenced in this MSA.

2.2 Updates. Fig may update this MSA by posting a revised version. Updates that are administrative or that do not adversely affect Customer take effect when posted. Any other update applies to an Order Form only from its next renewal, provided Fig gives Customer at least thirty (30) days’ written notice, or earlier with Customer’s written consent. Except as provided in this Section, the Agreement may be amended only in a writing signed by both parties.

2.3 Purchase Orders. Terms in any purchase order or other document issued by Customer that are inconsistent with or in addition to the Agreement are rejected and have no effect, even if accepted or signed by Fig.

3. The Services

3.1 Access. Subject to the Agreement, Fig will make the Services available to Customer during the Order Term, and grants Customer a non-exclusive, non-transferable, non-sublicensable right for its Users to access and use the Services for Customer’s internal business purposes, in accordance with the Documentation and any limits in the Order Form. Customer’s Affiliates may use the Services only if named in an Order Form.

3.2 Professional Services. Fig will perform the Professional Services specified in an Order Form. Unless the Order Form states otherwise, Professional Services are included in the fees for the Services, and their performance does not affect Fig’s ownership of the Services.

3.3 Support and Updates. Fig will provide standard support and all updates to the Services that it makes generally available to its customers during the Order Term. Fig may modify the Services from time to time, provided it does not materially reduce the core functionality or security of the Services during the Order Term.

3.4 Third-Party Applications. Where Customer connects the Services to third-party applications, Customer authorizes Fig to access those applications on Customer’s behalf as needed to provide the Services. Customer’s use of third-party applications is governed by its agreements with their providers, and Fig is not responsible for their availability, security or performance.

3.5 Subcontractors. Fig may use subcontractors and subprocessors to provide the Services and remains responsible for their performance.

3.6 Beta Features. Fig may make features available that are identified as beta, preview or evaluation features (“Beta Features”). Customer may choose whether to use them. Beta Features are provided “as is,” without warranty, indemnity, support or service commitment, and Fig may change or discontinue them at any time. Fig’s total liability arising from Beta Features will not exceed one hundred U.S. dollars (US$100).

3.7 Customer Dependencies. Implementation timelines and target dates are estimates. Fig is not responsible for delays caused by Customer’s failure to provide timely access, data, decisions or personnel, and affected dates will be extended accordingly.

3.8 AI Providers. Fig may use and change the third-party artificial intelligence model providers that power the AI Features, provided each is bound by the commitments in Section 5.1. Customer will comply with the acceptable use policies of those providers that Fig makes available to Customer.

3.9 Non-Exclusivity. Nothing in the Agreement restricts Fig from providing products or services to others, or from developing products or services similar to those used by Customer, provided Fig does not use Customer’s Confidential Information in breach of Section 9.

4. Customer Responsibilities

4.1 Accounts. Customer is responsible for administering its Users’ accounts, protecting account credentials using industry-standard measures including multi-factor authentication, and all activity under its accounts. Customer will promptly deactivate any account it knows or suspects has been compromised and notify Fig.

4.2 Customer Data. Customer is responsible for the accuracy, quality and legality of Customer Data and of the means by which Customer acquired it. Customer represents that it has provided all notices and obtained all consents and authorizations required by law for Fig to process Customer Data as contemplated by the Agreement, including any disclosures to individuals that they are interacting with AI Features and any consents required to record or monitor communications.

4.3 Regulated Data. Customer will not submit to the Services any protected health information, payment card data, government identification numbers, or data that requires additional contractual protections under applicable law, including education records protected by FERPA, unless the parties have first executed an Addendum covering that data.

4.4 Restrictions. Customer will not, and will not permit any person to: (a) sell, resell, sublicense or provide the Services to any third party, or use them on a service bureau basis; (b) copy, modify, decompile, reverse engineer or attempt to discover the source code, models or underlying algorithms of the Services, except to the extent applicable law prohibits this restriction; (c) access or use the Services to build or improve a competing product, or to train or improve any artificial intelligence model; (d) gain unauthorized access to, interfere with, or circumvent the security of the Services or another customer’s data; (e) perform penetration testing on the Services without Fig’s written authorization; (f) transmit malicious code; (g) use the Services to send spam or communications in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act or similar laws; (h) attempt to extract model weights, training data or system instructions from the Services, or circumvent any safety filter or usage limit of the AI Features; (i) publish benchmark or performance results about the Services without Fig’s prior written consent; (j) represent Output as human-generated where applicable law requires disclosure that it was generated by artificial intelligence; (k) use the Services in any activity where failure of the Services could lead to death, personal injury or environmental or property damage (“High-Risk Activities”); or (l) use the Services in violation of applicable law, including export control and sanctions laws, or the rights of any person.

4.5 Backups. Customer is responsible for maintaining its own copies of Customer Data. The Services are not a backup or archival service.

5. AI Features

5.1 No Training. Fig will not use Customer Data to train or fine-tune any artificial intelligence model, whether Fig’s or a third party’s. Fig will contractually require its artificial intelligence providers not to use Customer Data for training and not to retain it beyond the time required to process a request, except as required by law.

5.2 Output. As between the parties, Customer owns the Output. Output is generated automatically, may be inaccurate, incomplete or similar to output generated for others, and does not reflect Fig’s views. Customer is responsible for evaluating Output before relying on, publishing or acting upon it.

5.3 Human Oversight. Customer controls which data, tools and actions AI Features may access and which actions require approval by a User. Customer is responsible for actions it configures or approves. Customer will not use AI Features to make final decisions that produce legal or similarly significant effects on individuals without meaningful review by Customer personnel.

5.4 AI Laws. As between the parties, Customer is responsible, as the deployer of the Services, for compliance with laws governing its use of AI Features, including laws on automated decision-making, notices to affected individuals and related recordkeeping. On request, Fig will provide reasonable information about the intended uses and known limitations of the AI Features to support that compliance.

6. Data Protection and Security

6.1 Ownership and License. As between the parties, Customer owns all Customer Data. Customer grants Fig a non-exclusive, worldwide, royalty-free license during the Order Term to host, copy, process, transmit and display Customer Data solely to provide the Services to Customer and as otherwise permitted by the Agreement.

6.2 Use Limitations. Fig will not sell Customer Data, use it for advertising or marketing, or disclose it except to its personnel, subcontractors and subprocessors who need it to provide the Services and are bound by written obligations at least as protective as this MSA, or as required by law.

6.3 Usage Data and Aggregated Data. Fig may collect and use Usage Data for any lawful purpose, including to provide, secure, support, develop and improve its products and services. Fig may also create and use data that is derived from Customer Data and aggregated and de-identified so that it does not identify Customer, its Users or any individual (“Aggregated Data”), including for benchmarking and product improvement, provided that Fig will not use Aggregated Data to train or fine-tune artificial intelligence models. Fig owns Usage Data and Aggregated Data.

6.4 Security Program. Fig will maintain a written information security program with administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Customer Data, including encryption of Customer Data in transit and at rest, role-based access controls, and logging of access to Customer Data.

6.5 Security Incidents. Fig will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming any unauthorized access to or disclosure of Customer Data in Fig’s possession or control, and will provide the information reasonably required for Customer to meet its legal obligations.

6.6 Return and Deletion. For thirty (30) days after expiration or termination of an Order Form, Fig will make the related Customer Data available to Customer for export. Fig will then delete that Customer Data from the Services, and from backups in accordance with its standard backup cycle, and will certify the deletion in writing on request. Fig may retain security logs that do not include Customer Data for up to two (2) years.

7. Fees and Payment

7.1 Fees. Customer will pay the fees stated in each Order Form. Except as expressly stated in the Agreement, fees are non-cancelable and non-refundable.

7.2 Usage-Based Fees and Credits. If an Order Form includes usage-based fees, credits or usage limits, usage is measured by Fig’s systems. Unless the Order Form states otherwise, unused credits expire at the end of the Order Term, are non-refundable and have no cash value, and usage beyond the purchased amount is billed at the rates in the Order Form or, if none, Fig’s then-current rates.

7.3 Payment. Unless the Order Form states otherwise, Fig will invoice fees as set out in the Order Form and Customer will pay each invoice within thirty (30) days of the invoice date by ACH, bank transfer or domestic wire, without set-off or deduction.

7.4 Late Payment. Amounts not paid when due may accrue interest at the lesser of 1.5% per month and the maximum rate permitted by law. Customer will reimburse Fig’s reasonable costs of collecting overdue amounts, including attorneys’ fees.

7.5 Renewal Pricing. Unless the Order Form states otherwise, Fig may increase the fees for any renewal term by giving Customer written notice at least thirty (30) days before the renewal.

7.6 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding and similar taxes on the fees, other than taxes on Fig’s net income. If any withholding is required by law, Customer will increase its payment so that Fig receives the full amount it would have received without withholding. If Customer is tax-exempt, it will provide Fig with a valid exemption certificate.

8. Term, Termination and Suspension

8.1 Term. This MSA remains in effect while any Order Form is in effect. The term, any pilot period and any renewal of each Order Form are as stated in that Order Form.

8.2 Termination for Cause. Either party may terminate the Agreement or an affected Order Form on written notice if the other party (a) materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice of it; or (b) becomes the subject of a bankruptcy, insolvency or similar proceeding that is not dismissed within sixty (60) days.

8.3 Suspension. Fig may suspend Customer’s access to the Services, in whole or in part, if (a) any fees remain unpaid thirty (30) days after the due date and Fig has given at least ten (10) days’ written notice; (b) Fig reasonably believes Customer’s use of the Services violates Section 4 or applicable law; or (c) Fig reasonably determines that suspension is necessary to prevent a security incident or harm to Fig, the Services or other customers. Fig will use reasonable efforts to notify Customer before or at the time of suspension and will restore access once the cause is resolved. Fees remain payable during any suspension.

8.4 Effect of Termination. Upon expiration or termination of an Order Form, Customer’s right to use the related Services ends, and Customer will pay all fees accrued through the effective date of termination. If Customer terminates for Fig’s uncured material breach, Fig will refund any prepaid fees covering the remainder of the Order Term. Section 6.6 applies to Customer Data. Sections 3.6, 4, 5, 6, 7, 8.4 and 9 through 15, and any provision that by its nature should survive, survive expiration or termination.

9. Confidentiality

9.1 Definition. “Confidential Information” means information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked or identified as confidential or that a reasonable person would understand to be confidential, including, in Customer’s case, Customer Data and, in Fig’s case, the Services, the Documentation, Fig’s security documentation and the pricing and terms of any Order Form. Confidential Information does not include information that is or becomes public through no fault of the Recipient, was known to the Recipient without restriction before disclosure, is independently developed without use of the Discloser’s information, or is rightfully received from a third party without restriction.

9.2 Obligations. The Recipient will use the Discloser’s Confidential Information only to perform its obligations and exercise its rights under the Agreement, will protect it with at least the care it uses for its own similar information and no less than reasonable care, and will disclose it only to its employees, contractors and advisors who need to know it and are bound by obligations at least as protective as these. The Recipient is responsible for their compliance.

9.3 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law or court order, provided it gives the Discloser prompt prior written notice where legally permitted and reasonable cooperation, at the Discloser’s expense, in seeking confidential treatment.

9.4 Duration. These obligations continue for five (5) years after the Agreement ends, and for as long as the information remains a trade secret or, for Customer Data, for as long as Fig retains it.

10. Intellectual Property

10.1 Fig Technology. Fig and its licensors own all right, title and interest, including all intellectual property rights, in and to the Services, the Documentation, the underlying software, models and technology, and all improvements, modifications and derivative works of them. Except for the rights expressly granted in the Agreement, Fig grants no rights to Customer.

10.2 Feedback. If Customer or its Users provide suggestions or feedback about the Services, Customer grants Fig a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them into Fig’s products and services without restriction or obligation.

11. Warranties and Disclaimers

11.1 Mutual. Each party represents that it has full authority to enter into the Agreement.

11.2 Fig. Fig warrants that during the Order Term (a) the Services will perform materially in accordance with the Documentation; and (b) the Professional Services will be performed in a professional and workmanlike manner consistent with industry standards. Customer must notify Fig in writing of any breach of these warranties within ten (10) days after becoming aware of it. Fig will use commercially reasonable efforts to correct the nonconformity. If Fig does not correct it within thirty (30) days after the notice, Customer may terminate the affected Order Form and receive a refund of any prepaid fees covering the remainder of the Order Term. This is Customer’s sole and exclusive remedy for breach of this Section 11.2. These warranties do not apply to nonconformities caused by Customer Data, misuse, or modifications not made by Fig.

11.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, OUTPUT AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. FIG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE OR ACHIEVE ANY PARTICULAR RESULT. FIG IS NOT RESPONSIBLE FOR DECISIONS CUSTOMER MAKES OR ACTIONS CUSTOMER TAKES BASED ON OUTPUT.

12. Indemnification

12.1 By Fig. Fig will defend Customer against any claim by a third party alleging that the Services, as provided by Fig and used in accordance with the Agreement, infringe or misappropriate that third party’s patent, copyright, trademark or trade secret, and will pay the damages, costs and reasonable attorneys’ fees finally awarded against Customer or agreed in a settlement approved by Fig. Fig has no obligation for claims to the extent arising from Customer Data or Inputs, from combination of the Services with products or services not provided by Fig, from modifications not made by Fig, or from use in breach of the Agreement. If the Services become, or in Fig’s opinion are likely to become, the subject of such a claim, Fig may modify them to be non-infringing, obtain the right for Customer to continue using them, or terminate the affected Order Form and refund any prepaid fees covering the remainder of the Order Term.

12.2 By Customer. Customer will defend Fig against any claim by a third party arising from Customer Data or Inputs, from Customer’s use of Output, or from Customer’s use of the Services in violation of the Agreement or applicable law, and will pay the damages, costs and reasonable attorneys’ fees finally awarded against Fig or agreed in a settlement approved by Customer.

12.3 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of its defense and settlement, and reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a way that imposes obligations on, or admits fault by, the indemnified party without its written consent. The indemnified party may participate with counsel of its choosing at its own expense. This Section 12 states each party’s sole liability, and the exclusive remedy, for third-party intellectual property claims.

13. Limitation of Liability

13.1 EXCLUSION OF DAMAGES. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY.

13.2 LIABILITY CAP. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO FIG UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

13.3 Excluded Claims. “Excluded Claims” means (a) Customer’s obligations under Section 12.2; (b) Customer’s breach of Section 4.4 or infringement of Fig’s intellectual property rights; (c) Customer’s obligation to pay fees; and (d) a party’s fraud or willful misconduct.

13.4 Application. These limitations apply to all theories of liability, including contract, tort and negligence, to the maximum extent permitted by law.

13.5 Claims Period. Except for claims for unpaid fees, no action arising out of the Agreement may be brought more than one (1) year after the cause of action accrues.

14. Governing Law and Disputes

Unless the Order Form specifies otherwise, the Agreement is governed by the laws of the State of California, without regard to its conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties will first attempt in good faith to resolve any dispute through discussions between their executives for at least thirty (30) days after written notice of the dispute. Unless the Order Form specifies otherwise, any remaining dispute will be resolved exclusively in the state or federal courts located in San Francisco, California, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

15. General

15.1 Publicity. Customer grants Fig the right to identify Customer as a customer and to use Customer’s name and logo on Fig’s website and in its marketing materials, consistent with any trademark usage guidelines Customer provides. At Fig’s reasonable request, Customer will participate in publicity activities such as a case study, customer quote or joint announcement.

15.2 Assignment. Customer may not assign or transfer the Agreement, including by change of control, merger or sale of assets, without Fig’s prior written consent. Fig may assign the Agreement without Customer’s consent to an Affiliate or to a successor in a merger, acquisition, reorganization or sale of all or substantially all of its assets. Any other attempted assignment is void.

15.3 Force Majeure. Neither party is liable for any delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including failures of third-party hosting, telecommunications or artificial intelligence model providers and cyberattacks not caused by that party’s failure to maintain reasonable safeguards, provided it gives prompt notice and uses commercially reasonable efforts to resume performance.

15.4 Export and Sanctions. Each party will comply with applicable export control and sanctions laws. Each party represents that it is not named on, or owned or controlled by a party named on, any U.S. government list of restricted persons. Fig may suspend or terminate the Services immediately to the extent required to comply with those laws.

15.5 Anti-Corruption. Neither party will offer or give any bribe or improper payment in connection with the Agreement, in violation of the U.S. Foreign Corrupt Practices Act or similar laws.

15.6 Government End Users. The Services and Documentation are “commercial products” and “commercial computer software” as defined in FAR 2.101. U.S. government end users acquire only the rights granted to all customers under the Agreement, consistent with FAR 12.212 and DFARS 227.7202.

15.7 Third-Party Components. The Services may include open source or other third-party components, which are subject to their own license terms to the extent those terms require it.

15.8 Notices. Notices under the Agreement must be in writing and sent to the addresses in the Order Form, with notices to Fig by email sent to support@hellofig.io. Notices are effective on receipt.

15.9 Relationship; No Third-Party Beneficiaries. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries of the Agreement.

15.10 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” The Agreement will not be construed against either party as its drafter.

15.11 Entire Agreement. The Agreement is the parties’ entire agreement on its subject matter and supersedes all prior and contemporaneous agreements and understandings. A waiver is effective only if in writing, and no waiver of a breach waives any other breach. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder of the Agreement remains in effect. The Agreement may be executed in counterparts and by electronic signature.